UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 21, 2004
Denny's Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-18051 13-3487402
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
203 East Main Street, Spartanburg, SC 29319-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (864) 597-8000
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 -- Presentation Information provided to the Bondholder
Committee on or about March 15, 2004
Item 9. Regulation FD Disclosure
In connection with confidentiality agreements, dated as of February 4,
2004 (the "Confidentiality Agreements"), between Denny's Corporation (the
"Company") and an ad hoc committee of holders of the Company's 11 1/4% Senior
Notes due 2008 (the "Bondholder Committee"), and consideration by the Bondholder
Committee of a possible recapitalization of the Company, the Company disclosed
certain evaluation material to the Bondholder Committee. The terms of the
Confidentiality Agreements expressly required the Bondholder Committee to
maintain the evaluation material as confidential and not to disclose it or use
it other than in connection with the Bondholder Committee's evaluation of a
possible recapitalization. The evaluation material provided to the Bondholder
Committee included management's projections, objectives, plans, beliefs and
expectations and certain historical information regarding the Company. Portions
of the evaluation material were prepared by the Company based upon, among other
things, the anticipated future results of operation of the Company after giving
effect to the implementation of various aspects of a recapitalization, including
exchange of the 11 1/4% Senior Notes due 2008 into common stock, refinancing of
the Company's 12 3/4% Senior Notes due 2007 and refinancing of its credit
facility.
The Bondholder Committee has requested that the Company disclose the
projected financial information attached hereto as Exhibit 99.1 (the
"Presentation Information"), which was included within the evaluation material,
pursuant to the terms of the Confidentiality Agreements. However, this report
(including Exhibit 99.1 attached hereto) will not be deemed an admission as to
the materiality of any information herein, which is furnished solely with a view
toward compliance with Regulation FD.
Included within the Presentation Information is a non-GAAP financial
measure entitled Adjusted EBITDA. Also included is Net Income, which is the
Company's most directly comparable measure under generally accepted accounting
principles. The Presentation Information includes a reconciliation of Adjusted
EBITDA and Net Income. The Company included Adjusted EBITDA in the evaluation
material to the Bondholder Committee, at its request, as an aid in the
Bondholder Committee's understanding of the financial operating performance and
underlying condition of the Company's business. Adjusted EBITDA is an internal
measure excluding the effects of certain factors, such as gains on disposition
of assets; miscellaneous, non-recurring income/expense items; interest; taxes;
depreciation; and amortization.
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THE COMPANY DOES NOT GENERALLY PUBLISH ITS STRATEGIC PLANS OR MAKE
EXTERNAL PROJECTIONS OF ITS ANTICIPATED FINANCIAL POSITION OR RESULTS OF
OPERATIONS OR THE TYPE OF FORWARD LOOKING INFORMATION IN THE PRESENTATION
INFORMATION. ACCORDINGLY, THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE
REVISE THE PRESENTATION INFORMATION PROVIDED TO THE BONDHOLDER COMMITTEE OR IN
THIS REPORT TO REFLECT ACTUAL RESULTS OF OPERATIONS, CHANGES IN FINANCIAL
CONDITION, CHANGES IN ESTIMATES, EXPECTATIONS OR ASSUMPTIONS OR OTHER
CIRCUMSTANCES ARISING AND/OR EXISTING SINCE THE PREPARATION OF THE PRESENTATION
INFORMATION OR TO REFLECT THE OCCURRENCE OF ANY UNANTICIPATED EVENTS. FURTHER,
THE COMPANY DOES NOT INTEND TO UPDATE OR REVISE THE PRESENTATION INFORMATION
PROVIDED TO THE BONDHOLDER COMMITTEE OR IN THIS REPORT TO REFLECT CHANGES IN
GENERAL ECONOMIC OR INDUSTRY CONDITIONS.
The Presentation Information provided to the Bondholder Committee was
not prepared with a view toward general use, but rather was prepared for the
limited purpose of providing information to the Bondholder Committee at a point
in time to enable it to evaluate its participation in a possible
recapitalization. Statements made in the Presentation Information that are not
historical are forward-looking statements and reflect management's best judgment
based on factors then currently known, and involve risks and uncertainties.
Words such as "expects," "anticipates," "believes," "intends," "plans," and
"hopes," variations of such words and similar expressions are intended to
identify such forward-looking statements. Actual results could differ materially
from those anticipated in these forward-looking statements as a result of a
number of factors including, but not limited to, the factors set forth in the
cautionary statements contained in Exhibit 99 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2003. The forward-looking information
is provided by the Company pursuant to the safe harbor established under the
Private Securities Litigation Reform Act of 1995 and should be evaluated in the
context of these factors.
The Presentation Information was generally prepared by the Company
based on assumptions involving a possible recapitalization and otherwise that
the Company believed were reasonable at the time the information was prepared.
The projections contained in the Presentation Information were prepared in
February 2004, and are subject to a variety of factors that have caused and are
likely to continue to cause actual results to differ significantly from the
Company's then-current estimates, and have been superseded by subsequent
internal Company forecasts, revised in light of actual results and subsequent
developments and market conditions. Subsequent to the creation of the
Presentation Information, the Company has reviewed these projections and revised
its internal business plans and projections based on actual business results and
the Company's assessment of the impact of changes in market and other conditions
that may affect its business. The Presentation Information included herewith has
been updated from that originally provided to the Bondholder Committee in
certain limited respects for fiscal 2004 as set forth in Footnote 1 on page 1 of
Exhibit 99.1, in light of those results and market and other changes. The
Company has not updated and does not intend to update subsequent periods
included in the Presentation Information.
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The Company cautions investors and potential investors not to rely on
the Presentation Information (including with respect to fiscal 2004), as it was
not prepared for the purpose of providing the basis for an investment decision
relating to any of the securities of the Company. The projections contained in
the Presentation Information were not prepared with a view to public disclosure
and do not represent the Company's expectations regarding a possible transaction
or the future performance of the business. Accordingly, the Company expects
actual results in the future will differ materially from those in the
projections contained in the Presentation Information. Inclusion of the
projections in this report should not be regarded as an indication that the
Company, the board of directors or any of their advisors, agents or
representatives considered or consider the projections to have been or to be a
reliable prediction of future events, and the projections should not be relied
upon as such. No party nor any of their respective affiliates or representatives
has made, or makes, any representation to any person regarding the information
contained in the projections.
The projections were not prepared with a view to compliance with
published guidelines of the Securities and Exchange Commission, or the
guidelines established by the American Institute of Certified Public Accountants
regarding projections or forecasts, or generally accepted accounting principles.
No independent accountants have examined nor compiled the projections and,
accordingly, no independent accountants express an opinion or other form of
assurance with respect thereto. Accordingly, the Company believes the substance
and format do not allow meaningful comparison with the Company's regular
publicly-disclosed consolidated financial statements. There can be no assurance
that, from the perspective of an investor or potential investor in the Company's
securities, the Presentation Information is complete.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Denny's Corporation
Date: April 21, 2004 /s/ Andrew F. Green
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Andrew F. Green
Senior Vice President and
Chief Financial Officer
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